Common use of Responsibilities of the Parties; Indemnification; Warranties and Disclaimers Clause in Contracts

Responsibilities of the Parties; Indemnification; Warranties and Disclaimers. a. The Trust agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator. b. The Parties acknowledge that the Administrator is required to rely upon data provided by the Trust or third parties (“Data”) in providing the Money Market Services. The Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, to the extent applicable, the Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, shareholder inflows/outflows, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Trust or any other third party. c. To the extent applicable, the Trust represents and warrants to the Administrator that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby. d. To the extent applicable, the Trust is solely responsible for determining and immediately notifying in writing the Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Trust is solely responsible for accurately and timely supplying the Administrator, or causing third parties to accurately and timely supply the Administrator, with all data, information and signatures in respect of each Trust that is required in order for the Administrator to file each Form N-CR, whether or not such information is specifically requested by the Administrator. The Administrator shall be without liability if the Administrator has not received by the submission deadline communicated by the Administrator to the Trust all of the Data, information and signatures it requires to submit such Form N-CR filing. e. To the extent applicable, the Trust acknowledges that it shall be the Trust’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Administrator; (ii) its Forms N-MFP and Forms N-CR produced by the Administrator; and (iii) information prepared by the Administrator for posting on the Trust’s website. f. The Trust acknowledges and agrees that the Money Market Services do not constitute advice or recommendations of any kind and the Administrator is not acting in a fiduciary capacity in providing the Money Market Services. g. The Trust understands that the nature of the Money Market Services provided under this Agreement are distinct from the services provided under any other agreement between State Street Bank and Trust Company and the Trust, including any custody, fund accounting or transfer agency services agreements and, consequently, the terms of this Agreement rather than such other agreements shall govern the delivery of the Money Market Services. For the avoidance of doubt, the standard of care and liability provisions of Section XII of this Agreement shall govern the provision of the Money Market Services.

Responsibilities of the Parties; Indemnification; Warranties and Disclaimers. a. The Trust Administrator agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Sub-Administrator. b. The Parties acknowledge that the Sub-Administrator is required to rely upon data provided by the Trust Administrator or third parties (“Data”) in providing the Money Market Services. The Sub-Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, to the extent applicable, the Sub-Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, shareholder inflows/outflows, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Trust Administrator or any other third party. Except as explicitly set forth in this Schedule B5 and B5(i), the Sub-Administrator shall assume no liability to the Administrator, any Trust (as defined in the Agreement) or any Portfolio of any kind or nature whatsoever in relation to this Agreement or the Money Market Services. c. To the extent applicable, the Trust The Administrator represents and warrants to the Sub-Administrator that that, if applicable, it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby. d. To the extent applicable, the Trust The Administrator is solely responsible for determining and immediately notifying in writing the Sub-Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Trust Administrator is solely responsible for accurately and timely supplying the Sub-Administrator, or causing third parties to accurately and timely supply the Sub-Administrator, with all data, information and signatures in respect of each Trust Portfolio that is required in order for the Sub-Administrator to file each Form N-CR, whether or not such information is specifically requested by the Sub-Administrator. The Sub-Administrator shall be without liability if the Sub-Administrator has not received by the submission deadline communicated by the Sub-Administrator to the Trust Administrator all of the Data, information and signatures it requires to submit such Form N-CR filing. e. To the extent applicable, the Trust The Administrator acknowledges that it shall be the TrustAdministrator’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Sub-Administrator; (ii) its Forms N-MFP and Forms N-CR produced by the Sub-Administrator; and (iii) information prepared by the Sub-Administrator for posting on the TrustPortfolio’s website. f. The Trust Administrator acknowledges and agrees that the Money Market Services do not constitute advice or recommendations of any kind and the Sub-Administrator is not acting in a fiduciary capacity in providing the Money Market Services. g. In no event shall the Sub-Administrator, any of its affiliates, nor any of their respective officers, directors, employees, representatives or agents (collectively, the “State Street Indemnified Parties”) be liable to the Administrator, a Trust, a Portfolio, its investment advisor, or any other third party including, without limitation, any client of, or investor or participant in, the Portfolio for any losses, damages, costs, expenses or any other matter relating to the Money Market Services, including, without limitation, results therefrom, except, that the Sub-Administrator shall be liable to the Administrator to the extent of any loss or expense resulting directly from the Sub-Administrator’s negligence or willful misconduct in connection with its performance of the Money Market Services. h. The Trust Administrator shall indemnify and hold the Sub-Administrator and the State Street Indemnified Parties harmless from and against any and all losses, damages, liabilities, actions, suits, claims, costs and expenses, including, without limitation, reasonable legal fees and costs of investigation, (a “Claim”) arising as a result of (i) the Sub-Administrator’s use of the Data provided by the Administrator or third parties to the Sub-Administrator required in order to provide the Money Market Services; or (ii) any use of the Money Market Services by the Administrator, except to the extent any such Claim results directly from the negligence or willful misconduct of the Sub-Administrator in connection with its performance of the Money Market Services. i. In the event the Sub-Administrator or any State Street Indemnified Parties are held liable for any reason as to the Money Market Services, such liability shall be limited to the direct damages incurred by the Administrator not to exceed the aggregate amount of fees paid by the Administrator to the Sub-Administrator for the Money Market Services for the twelve (12) months preceding the occurrence of the first event giving rise to any such direct damages. j. The Administrator understands that the nature of the Money Market Services provided under this Agreement are distinct from the services provided under any other agreement between State Street Bank and Trust Company the Sub-Administrator and the TrustAdministrator or the Trusts, including any custody, fund accounting or transfer agency services agreements and, consequently, the terms of this Agreement rather than such other agreements shall govern the delivery of the Money Market Services. For the avoidance of doubt, the standard of care and liability provisions of Section XII of this Agreement shall govern the provision of the Money Market Services.